1.1Welcome to PaidUp! You are reading a legal document which is the agreement between you, the User (whom we refer to as "you", "your" or the "User" in this document) and us. All of our services are rendered by PrePay Co. Ltd., and we are the owner of this mobile phone application, PaidUp.
1.3These Terms and Conditions were most recently updated on October 6, 2015 (Version 1). We reserve the right to amend these terms and conditions at any time. All amendments to these terms and conditions will be posted on this App. Your, continued use of the App or the vouchers will be deemed to constitute acceptance of the new terms and conditions.
1.4Your statutory rights: As a consumer, nothing in this Agreement affects your non-excludable statutory rights.
2.1In this Agreement, we use various defined terms. You will know they are defined because they begin with a capital letter. This is what they mean:
2.1.1“App” pertains to the PaidUp app downloaded by you either through Google Play or Apple Store
2.1.2"Business Partner" means a third party seller or merchant of goods and services with a contract of partnership with PaidUp for which a Voucher can be purchased
2.1.3“Credit” pertains to the amount/number of value added to actual purchase cost of the Vouchers which will be or is currently saved on your phone through the App
2.1.4“Establishment” means the businesses owned by PaidUp’s Business Partners
2.1.5"Purchase" means the purchase of a Voucher from a Business Partner.
2.1.6“Payment/Pay” means the act of redeeming the Credits through the App in any of the Establishments
2.1.7“Pin Code” a password provided by you from the moment you Register in the App. It will also be the code you use for every Payment
2.1.8“QR Code” a digitally marked code within your Voucher that enables Credit acquisition through the App
2.1.9"Register" means "create an account on the App" (and "Registration" means the action of creating an account).
2.1.10"Service" means all or any of the services provided by PaidUp through the App or Voucher mechanics, including the information services, content and transaction capabilities on the App (including the ability to make a Purchase and Payment).
2.1.11"Voucher" means a voucher which is subject to terms and conditions, which, if purchased by you through any Business Partner’s establishment allows you (i.e. the PaidUp app user) acquire Credits through the PaidUp app. It contains a QR Code to scan through the App for Credit acquisition
3.1Applicability of terms and conditions: Use of the Service and the App and any Purchase or Payment are each subject to the terms and conditions set out in this Agreement.
3.2Age: To use the App and/or the Service (whether with or without registration) and to make any Purchase, you must be 10 years of age or over.
3.3Scope: The App, Service and any Purchase or Payment are for your non-commercial, personal use only and must not be used for business purposes. For the avoidance of doubt, scraping of the App and use of illegally obtained QR Code (and hacking of the App) is not allowed.
3.4Prevention on use: We reserve the right to prevent you using the App and the Service (or any part of them) and to prevent you from making any Purchase/ Payment.
3.5Equipment: The Service and use of the App and the making of any Purchase or Payment does not include the provision of a mobile phone or other necessary equipment to access the App or the Service or making of any Purchase or Payment. To use the App or to make a Purchase or Payment, you will require Internet connectivity and appropriate telecommunication links. We shall not be liable for any telephone costs, telecommunications costs or other costs that you may incur.
4.1Why is there a need to Register: Registration is a means for us to secure your account which is why it is required to be able to input your Purchased Credits. Registering is not required to browse through the app but it is required to receive the App’s Services. We reserve the right to decline a new Registration or to cancel an account at any time.
4.3Pin Code: Once you finish Registration, you will provide your own Pin Code. You must keep the password confidential and immediately notify us if any authorised third party becomes aware of that password or if there is any unauthorised use of your email address or any breach of security known to you. You agree that any person to whom its user name or password is disclosed is authorised to act as your agent for the purposes of using (and/or transacting via) the Service and App. Please note that you are entirely responsible if you do not maintain the confidentiality of your password.
4.4Valid email addresses: All accounts must be registered with a valid personal email address or Facebook profile that you access regularly, so that, among other things, moderation emails can be sent to you. Any accounts which have been registered with someone else’s email address or Facebook profile may be closed without notice. We may require users to re-validate their accounts if we believe they have been using an invalid email address.
4.5Closing accounts: We reserve the right to close accounts if any user is seen to be using proxy IPs (Internet Protocol addresses) in order to attempt to hide the use of multiple registration accounts.
4.6Use of account on different device: Accounts are based on e-mails and Facebook profile. Logging on different devices at the same time is not allowed. Logging on in one device will disallow you from logging onto another device.
5.1Venue of Purchase: Vouchers are only available through Establishments. Any purchase made from businesses who are not partnered with PaidUp are counterfeit and should be reported to us for proper legal actions
5.2Voucher Design: Voucher design and QR codes are Intellectually owned by PaidUp
5.3When a Voucher transaction is complete: Purchase of a voucher from an Establishment makes it your property. The responsibility of safe keeping the voucher until you have acquired the Credits by scanning the QR code through the App is yours. Vouchers which have been scanned will no longer contain credits and are not re-usable
5.4Right to cancel:
5.5This Agreement applies: By making a Purchase, you acknowledge that the Purchase is made subject to this Agreement.
5.6Acquired Credits: Once you scan the Voucher through the App, the credits will be saved in your account. You can redeem these Credits by using your account in the App to Pay. Payment could only be done on Establishments where your Purchase of the Voucher was made. Also, Credits may be redeemed incrementally but you may not Pay beyond the cost of the Credit stored in your account.
5.7RESPONSIBILITY: The Business Partners and not PaidUp, is:
5.7.1solely responsible for the cost of the Vouchers and the amount of Credits
5.7.2solely responsible for the safe keeping of the Vouchers and the QR Codes once the Vouchers have been delivered by the PaidUp team and transferred to the Business Partner’s possession
5.7.3solely responsible for the sale of the Vouchers once the Vouchers have been delivered by the PaidUp team and transferred to the Business Partner’s possession. PaidUp shall not be held liable for failure of the merchant to deliver the said product or service as promised through the Voucher.
5.8Restrictions: (i) Reproduction, sale, resale or trade of a Voucher is prohibited. Any attempt to carry out any of these may void the Voucher at our discretion; (ii) The Credits must be redeemed for Credit products. If the Establishments/ Business Partners allow the Credit to be redeemed for goods and services that are not Credit products, there will be no entitlement to a credit, cash or new Voucher equal to the difference between the value of the Credit products and the value of the goods and services provided by the Establishments/ Business Partners to you upon redemption of the Credit.
5.9Lost/stolen vouchers: Neither we nor the Business Partners are responsible for lost or stolen Vouchers or Voucher reference numbers.
5.10Hacked or Stolen Accounts:
5.11Expiry: The Voucher (including, but not limited to, any discounts provided by the Voucher along with the Credits you will acquire through it) expires on the date specified on the Voucher.
5.12Status of vouchers: All Vouchers are promotional vouchers that are offered for Purchase and are subject to this Agreement and to any terms and conditions of the relevant Merchant.
6.1Business Partner terms: Business Partners will have their own applicable terms and conditions, in relation to their own supply of their goods and services, and you agree to (and shall) abide by those terms and conditions. The responsibility to do so is yours alone.
6.2Accurate information: You warrant that all information provided on Registration and contained as part of your account during the course of this Agreement is true, complete and accurate and that you will promptly inform us of any changes to such information by updating the details in your account.
6.3Content on the App and Service and Vouchers: It is your responsibility to ensure that any products, services or information available through the App or the Service meet your specific requirements.
6.4Things you cannot do: Without limitation, you undertake not to use or permit anyone else to use the Service or App:
6.4.1to share or receive any material which is not civil or tasteful;
6.4.2to share or receive any material which is threatening, grossly offensive, of an indecent, obscene or menacing character, blasphemous or defamatory of any person, in contempt of court or in breach of confidence, copyright, rights of personality, publicity or privacy or any other third party rights;
6.4.3to share or receive any material for which you have not obtained all necessary licences and/or approvals (from us or third parties); or which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party in any country in the world;
6.4.4to share or receive any material which is technically harmful (including computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data);
6.4.5to cause annoyance, inconvenience or needless anxiety;
6.4.6to intercept or attempt to intercept any communications transmitted by way of a telecommunications system;
6.4.7for a purpose other than which we have designed them or intended them to be used;
6.4.8for any fraudulent purpose;
6.4.9in any way which is calculated to incite hatred against any ethnic, religious or any other minority or is otherwise calculated to adversely affect any individual, group or entity.
6.5Forbidden uses: The following uses of the Service (and App) and Vouchers are expressly prohibited and you undertake not to do (or to permit anyone else to do) any of the following:
6.5.1resale of the Service (or App) or any Voucher;
6.5.2furnishing false data including false names, addresses and contact details and fraudulent use of credit
6.5.3attempting to circumvent our security or network including accessing data not intended for you, logging into a server or account you are not expressly authorised to access, or probing the security of other networks
6.5.4accessing the Service (or App) in such a way as to, or commit any act that would or does, impose an unreasonable or disproportionately large load on our infrastructure;
6.5.5executing any form of network monitoring which will intercept data not intended for you;
6.5.6entering into fraudulent interactions or transactions with us or a Business Partner (which shall include entering into interactions or transactions purportedly on behalf of a third party where you have no authority to bind that third party or you are pretending to be a third party);
6.5.7using the Service or App (or any relevant functionality of either of them) in breach of this Agreement;
6.5.8unauthorised use, or forging, of Facebook or any Social Network profile header information;
6.5.9engage in any unlawful activity in connection with the use of the App and/or the Service or any Voucher; or
6.5.10engage in any conduct which, in our exclusive reasonable opinion, restricts or inhibits any other customer from properly using or enjoying the App and Service.
7.1We will use reasonable endeavours to correct any errors or omissions as soon as practicable after being notified of them. However, we do not guarantee that the Service or the App will be free of faults (or Vouchers will be free of error) and we do not accept liability for any errors or omissions. In the event of an error or fault, you should report it by email to: email@example.com.
7.2We do not warrant that your use of the Service or the App will be uninterrupted and we do not warrant that any information (or messages) transmitted via the Service or the App will be transmitted accurately, reliably, in a timely manner or at all.
7.3We do not give any warranty that the Service or the App is free from viruses or anything else which may have a harmful effect on any technology.
7.4Also, although we will try to allow uninterrupted access to the Service and the App, access to the Service and the App may be suspended, restricted or terminated at any time.
7.5We reserve the right to change, modify, substitute, suspend or remove without notice any information or Voucher or service on the App or forming part of the Service from time to time. Your access to the App and/or the Service may also be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore such access as soon as we reasonably can. For the avoidance of doubt, we may also withdraw any information or Voucher from the App or Service at any time.
7.6We reserve the right to block access to and/or to edit or remove any material which in our reasonable opinion may give rise to a breach of any of this Agreement.
8.1If you use (or anyone other than you, with your permission uses) the App or Service or a Voucher in contravention of this Agreement, we may suspend your use of the Service and/or Website (in whole or in part) and/or a Voucher.
8.2If we suspend the Service or App, we may refuse to restore the Service or App until we receive an assurance from you, in a form we deem acceptable that there will be no further breach of the provisions of this Agreement.
8.3PaidUp shall fully co-operate with any law enforcement authorities or court order requesting or directing PaidUp to disclose the identity or locate anyone in breach of this Agreement.
8.4Without limitation to anything else in this Clause 8, we shall be entitled immediately or at any time (in whole or in part) to: i) suspend the Service and/or App; ii) suspend your use of the Service and/or App; iii) suspend the use of the Service and/or App for persons we believe to be connected (in whatever manner) to you; and/or iv) terminate this Agreement immediately if:
8.4.1you commit any breach of this Agreement;
8.4.2we suspect, on reasonable grounds, that you have, might or will commit a breach of these terms; or
8.4.3we suspect, on reasonable grounds, that you may have committed or be committing any fraud against us or any person.
8.5Notwithstanding anything else in this Clause 8, we may terminate this Agreement at any time
8.6Our right to terminate this Agreement shall not prejudice any other right or remedy we may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.
9.1You shall indemnify us against each loss, liability or cost incurred by us arising out of:
9.1.1any claims or legal proceedings which are brought or threatened against us by any person arising from: a) your use of the Service or App; b) the use of a Voucher; c) the use of the Service or App through your password; or
9.1.2any breach of this Agreement by you.
10.1We warrant that:
10.1.1we will exercise reasonable care and skill in performing any obligation under this Agreement, and
10.1.2we have the right to sell Vouchers and that Vouchers are of satisfactory quality and fit for their purpose.
10.2This Clause 10 (and Clause 1.4) prevails over all other Clauses and sets forth our entire Liability, and your sole and exclusive remedies in respect of:
10.2.1the performance, non-performance, purported performance or delay in performance of this Agreement or the Service or App (or any part of it or them); or
10.2.2otherwise in relation to this Agreement or the entering into or performance of this Agreement.
10.3We do not warrant and we exclude all Liability in respect of:
10.3.1the accuracy, completeness, fitness for purpose or legality of any information accessed using the Service or App or otherwise; and
10.3.2the transmission or the reception of or the failure to transmit or to receive any material of whatever nature; and
10.3.3your use of any information or materials on the App (which is entirely at your own risk and it is your responsibility);
10.3.4Credit/ Credit products for which Credit may be redeemed and in respect of the quality, safety, usability or any other aspect of the products or services in respect of which is Credit may be redeemed).
10.4Save as provided in Clause 10.2 but subject to Clause 10.5, we do not accept and hereby exclude any Liability for loss of or damage to your (or any person’s) tangible property other than that caused by our Breach of Duty.
10.5Save as provided in Clause 10.2 but subject to Clauses 10.3.3 and 10.7, our Liability for loss of or damage to your (or another person’s) tangible property caused by us, our employees, subcontractors or agents acting within the course of their employment during the performance of this Agreement, shall not exceed P100. Neither corruption of data nor loss of data shall constitute physical damage to property for the purposes of this Clause 10.5.
10.6Save as provided in Clauses 10.2 and 10.3.3, we do not accept and hereby exclude any Liability for Breach of Duty other than any such Liability arising pursuant to the terms of this Agreement.
10.7Save as provided in Clause 10.2, we shall have no Liability for:
10.7.1loss of revenue;
10.7.2loss of actual or anticipated profits;
10.7.3loss of contracts;
10.7.4loss of the use of money;
10.7.5loss of anticipated savings;
10.7.6loss of business;
10.7.7loss of opportunity;
10.7.8loss of goodwill;
10.7.9loss of reputation;
10.7.10loss of, damage to or corruption of data; or
10.8any indirect or consequential loss;and such Liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of doubt, Clauses 10.7.1 to 10.7.10 apply whether such losses are direct, indirect, consequential or otherwise.
10.9The limitation of Liability under Clause 10.8 has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement.
10.10In this Clause 10:
10.10.1"Liability" means liability in or for breach of contract, Breach of Duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including, without limitation, liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement (and for the purposes of this definition, all references to "this Agreement" shall be deemed to include any collateral contract); and
10.10.2"Breach of Duty" means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty).
12.1Where the App contains links to third party sites and to resources provided by third parties (together "Other Sites"), those Other Sites are merely linked to provide information only and are solely for your convenience. We have no control over and do not accept and we assume no responsibility for Other Sites or for the content or products or services of Other Sites (including, without limitation, relating to social networking sites such as Facebook) and we accept no responsibility for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the website, you do so entirely at your own risk.
15.1Interpretation: In this Agreement:
15.1.1words denoting persons includes natural persons, partnerships, limited liability partnerships, bodies corporate and unincorporated associations of persons;
15.1.2clause headings such as ("15. GENERAL" at the start of this Clause) and clause titles (such as "Interpretation:" at the start of this Clause 15.1) are purely for ease of reference and do not form part of or affect the interpretation of this Agreement; and’
15.1.3references to "include" and "including" shall be deemed to mean respectively "include(s) without limitation" and "including without limitation"
15.2No partnership/agency: Nothing in this Agreement shall be construed to create a joint venture, partnership or agency relationship between you and us and neither party shall have the right or authority to incur any liability debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.
15.3No other terms: Except as expressly stated in this Agreement, all warranties, conditions and other terms, whether express or implied, by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.
15.4Assignment: You may not assign or delegate or otherwise deal with all or any of your rights or obligations under this Agreement. We shall have the right to assign or otherwise delegate all or any of our rights or obligations under this Agreement to any person.
15.5Force majeure: We shall not be liable for any breach of our obligations under this Agreement where we are hindered or prevented from carrying out our obligations by any cause outside our reasonable control, including by lightning, fire, flood, extremely severe weather, strike, lock-out, labour dispute, act of God, war, riot, civil commotion, malicious damage, failure of any telecommunications or computer system, compliance with any law, accident (or by any damage caused by any of such events).
15.7No waiver: No waiver by us of any default of yours under this Agreement shall operate or be construed as a waiver by us of any future defaults, whether or alike or different character. No granting of time or other forbearance or indulgence by us to you shall in any way release, discharge or otherwise affect your liability under this Agreement.
15.8Notices: Unless otherwise stated within this Agreement, notices to be given to either party shall be in writing and shall be delivered by hand, electronic mail (other than, if you are sending a notice to us for the purpose of legal process) sent by fax or by pre-paid post, to you at the address you supplied to us or to us at our registered office.
15.9Third party rights: All provisions of this Agreement apply equally to and are for the benefit of PaidUp, its subsidiaries, any holding companies of PaidUp, its (or their) affiliates and its (or their) third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf (save that this Agreement may be varied or rescinded without the consent of those parties). Subject to the previous sentence, no term of this Agreement is otherwise enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
15.10Severability: If any provision of this Agreement is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and where capable the validity and enforceability of the remaining provisions of this agreement shall not be affected.